We offer eligible employees the opportunity to
purchase common stock on a regular basis, through payroll deduction, under our
existing Global Employee Stock Ownership Plan (GESOP). The purpose of the GESOP
is to encourage ownership of common stock by employees of Boston Scientific and
related corporations. The GESOP is intended to be an employee stock purchase
plan within the meaning of Section 423(b) of the Internal Revenue
Code of 1986, as amended (the Code).

Due to increasing employee participation in the GESOP,
we have almost exhausted the shares reserved for issuance under the current
GESOP. In addition, the existing GESOP will expire by its terms in October 2007.
Management has expressed its desire to continue to offer the GESOP to our
employees resident in the United States as well to those employees resident
outside of the United States (through the GESOPs International Program). The
GESOP International Program provides for implementation of the plan in most
international jurisdictions through the use of a fiduciary. Accordingly, our
Board of Directors has approved a new GESOP and GESOP International Program
(the 2006 GESOP) to be established with terms substantially similar to the
existing GESOP and GESOP International Program, with 20 million shares
available for issuance under the 2006 GESOP. We believe that continuing to
offer employees an opportunity to purchase shares of our common stock helps to
align employee and shareholder interests, and supports a corporate value of
recognizing and rewarding excellence by sharing Company success with our
employees who help us achieve that success. You will be asked to approve the
2006 GESOP at this Annual Meeting.

Set forth below is a summary of certain provisions of
the GESOP and a brief and general description of the U.S. Federal income tax
treatment applicable to the purchase of our common stock under the new GESOP.
Applicable tax treatment for eligible employees outside the United States is
generally subject to the laws, rules and regulations of the taxing
authorities in local jurisdictions.

Term. The
2006 GESOP has a term of ten years commencing July 1, 2006. No opportunity
to purchase the Companys common stock under the 2006 GESOP may be granted on
or after July 1, 2016, but prior grants may extend beyond that date.

Administration.The
2006 GESOP will be administered by the Executive Compensation and Human
Resources Committee of our Board of Directors (the Compensation Committee). The
current members of the Compensation Committee are Warren B. Rudman, Chairman,
Ursula M. Burns and Ray J. Groves, and after the closing of the Guidant merger,
will include Kristina M. Johnson. The Compensation Committee has the authority
and discretion, among other things, to interpret the 2006 GESOP, prescribe,
amend and rescind rules and regulations relating to the 2006 GESOP,
resolve disputes arising under the 2006 GESOP, determine which and when related
corporations may participate in the 2006 GESOP, determine the terms under which
shares of Company common stock may be purchased under the 2006 GESOP, and make
all other determinations necessary or advisable for the administration of the
2006 GESOP. The Compensation Committee has delegated its authority,
responsibility and discretion to administer the day-to-day operation of the
2006 GESOP to certain of our executive officers and employees.

Eligibility. Generally,
employees who have properly completed a membership agreement and are
customarily employed by and regularly scheduled to work for the Company, or
those of its related corporations designated by the Compensation Committee, for
more than twenty hours per week will be eligible to purchase Company common
stock under the 2006 GESOP. No rights to purchase Company common stock will be
granted to any employee, however, if, after the grant of the right to purchase
Company common stock and all other grants under the 2006 GESOP and any other
stock purchase plan of the Company or its related corporations, the employee
would own common stock constituting five percent (5%) or more of the total
voting power or value of the Companys common stock, or if that grant would
result in the employees accruing rights in a calendar year to purchase more
than $25,000 in value of

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Company common stock under
the 2006 GESOP and any other stock purchase plan of the Company or its related
corporations. The Compensation Committee may establish additional limitations
for accounting (or any other reasons) on the number of shares of Company common
stock available for purchase by eligible employees from time to time or with
respect to one or more Offering Periods (as described below).

Offering
Periods. The 2006 GESOP generally provides for
six-month periods (Offering Periods), to be designated by the Compensation
Committee, during which payroll deductions will be accumulated under the 2006
GESOP. Each Offering Period shall commence on the first business date (the
Commencement Date) coincident with or next following the applicable entry date
designated by the Compensation Committee as the beginning of an Offering Period
(typically, the first business day of the first and third calendar quarters of
a calendar year), and generally shall conclude on the last business day of the
sixth calendar month ending after the Commencement Date.

On the first day of
each Offering Period, subject to the terms of the 2006 GESOP, the Company will
grant to each eligible employee who is then a participant in the 2006 GESOP an
option to purchase on the last day of that Offering Period at the Option Price
(as defined below) that number of shares of Company common stock reserved under
the 2006 GESOP as the employees accumulated payroll deductions on the last day
of the Offering Period will pay for at the Option Price. The Option Price for
each Offering Period is equal to

·the
lesser of (i) 85% of the fair market value per share of the Companys
common stock on the first business day of the Offering Period, or (ii) 85%
of the fair market value per share of the Companys common stock on the last
business day of the Offering Period, if the common stock is acquired from the
Company, or

·85%
of the actual purchase price per share of the Companys common stock if
purchased on the New York Stock Exchange.

On April 5, 2006, the closing price of a share of
the Companys common stock on the New York Stock Exchange was $21.69.

Options. Options
granted under the 2006 GESOP are not transferable and, during the lifetime of
the optionee, may not be exercised by anyone other than the optionee. All
unexercised rights to purchase shares will terminate upon termination of
employment of an optionee, and any accumulated payroll deductions of the
optionee will be refunded in cash.

Amendments. The
Board of Directors may terminate or amend the 2006 GESOP at any time; provided,
however, that the Board of Directors may not, without approval by the stockholders
of the Company in a manner satisfying the requirements of Section 423 of
the Code, increase the maximum number of shares of Company common stock
available for purchase under the 2006 GESOP. In addition, no termination or
amendment of the 2006 GESOP may adversely affect the rights of an optionee in
the reasonable discretion of the Compensation Committee with respect to any
option held as of the date of such termination or amendment without the
optionees consent.

Transfer
Restrictions. Under the terms of the 2006 GESOP,
shares of Company common stock purchased under the 2006 GESOP may not be
assigned, transferred, pledged, or otherwise disposed of, except by will or
under the laws of descent or distribution, until the date which is three months
after the last day of the Offering Period in which they were purchased.

Federal
Tax Treatment of Options under Stock Purchase GESOP.The 2006 GESOP is intended to qualify as an employee
stock purchase plan as defined under Section 423 of the Code. Under the
applicable Code provision, an employee subject to United States taxation will
recognize no federal income tax upon either the grant or exercise of an option
granted under the 2006 GESOP. If the employee subject to United States taxation
sells or otherwise disposes of shares of common stock purchased under the 2006

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GESOP within two years
after the date the applicable option was granted, or within one year after the
date such option was exercised, the employee will be taxed at ordinary income
rates on an amount equal to the difference between the exercise price and the
fair market value of the shares of common stock at the time the option was
exercised and the Company will be entitled to a deduction of an equivalent
amount. The difference between the amount received on the disposition of the
shares and the employees tax basis in the shares, as adjusted to reflect the
amount taxed as ordinary income, will be recognized as a capital gain or loss.

If an employee sells or disposes of shares more than two
years after the applicable option was granted, and more than one year after the
option was exercised, the employee will be taxed at ordinary income rates on
the amount equal to the lesser of (i) the excess of the fair market value
of the shares at the time of the disposition over the exercise price or (ii) fifteen
percent (15%) of the fair market value of the shares at the time the option was
granted, and the Company will not be entitled to a corresponding deduction. The
difference between the amount realized on the disposition of the shares and the
optionees tax basis in the shares (as adjusted by the amount of ordinary
income recognized) will be recognized as a capital gain.

The affirmative vote of the holders of a majority of
the shares of the Companys common stock present or represented at this meeting
is required to adopt the 2006 GESOP.

A copy of the Boston
Scientific Corporation 2006 Global Employee Stock Ownership Plan is attached to
this Proxy Statement as Appendix A.